Unassociated Document


     

    Exhibit
      10.1

     

    CONSULTING
      AGREEMENT

     

    THIS
      AGREEMENT
      made
      with effect from the 1st day of July, 2008 (the “Effective Date”)

     

    BETWEEN:

    RWH
      Management Services Ltd.

    64
      Eagleview Way, Cochrane, Alberta, T4C 1P6

     

    (the
      “Consultant”)

     

    AND:

    Elmworth
      Energy Corporation

    1250,
      521
      - 3rd Avenue SW, Calgary, Alberta, T2P 3T3

     

    (the
      “Company”)

     

    RECITALS:

     

    


    A.  The
      Company has requested RWH Management Services Ltd. (" the Consultant") to
      provide technical support for the Company; and

     

    B.  The
      Company has agreed to pay the fees for work undertaken on behalf of the Company,
      on the terms and conditions contained herein.

     

     

    WITNESSES
      THAT in
      consideration of the premises, and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, the parties agree
      as
      follows:

     

    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

     

    1.1 Entire
      Agreement

     

    This
      Agreement supersedes all previous invitations, proposals, letters,
      correspondence, negotiations, promises, agreements, covenants, conditions,
      representations and warranties with respect to the subject matter of this
      Agreement. There is no representation, warranty, collateral term or condition
      affecting this Agreement for which any party can be held responsible in any
      way,
      other than as expressed in writing in this Agreement.

     

    1.2 Amendments

     

    No
      change
      or modification of this Agreement will be valid unless it is in writing and
      signed by each party to this Agreement. 

     

    1.3 Invalidity
      of Particular Provision

     

    It
      is
      intended that all of the provisions of this Agreement will be fully binding
      and
      effective between the parties. In the event that any particular provision or
      provisions or a part of one or more is found to be void, voidable or
      unenforceable for any reason whatsoever, then the particular provision or
      provisions or part of the provision will be deemed severed from the remainder
      of
      this Agreement. The other provisions of this Agreement will not be affected
      by
      the severance and will remain in full force and effect.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

    1.4 Governing
      Law

     

    This
      Agreement will be governed by and construed in accordance with the laws of
      the
      Province of Alberta and the laws of Canada applicable in such
      Province.

     

    ARTICLE
      2

    SERVICES
      AND REMUNERATION

     

    2.1 Services

     

    The
      Consultant agrees to use its reasonable efforts to:

     

    (a) Provide
      technical support for the Company’s exploration programs; and,

     

    (b) Assist
      the President of the Company as requested. 

     

    2.2 Remuneration

     

    For
      providing the services set out in 2.1 above, the Company agrees to pay the
      Consultant $15,000 plus GST per month.

     

    2.3 Consultant
      Not Employee

     

    The
      parties agree that the Consultant is not an employee of the Company and, as
      such, save as required by law; there shall be no deductions for any statutory
      withholdings such as income tax, Canada Pension Plan, Unemployment Insurance
      or
      Worker’s Compensation.

     

    2.4 Statutory
      Withholdings

     

    The
      Consultant agrees to make and remit all statutory withholdings as may be
      required to be made by the Consultant in connection with the performance of
      its
      services for the Company.

     

    ARTICLE
      3

    GENERAL
      OBLIGATIONS OF THE CONSULTANT

     

    3.1 The
      Company’s Ownership of Rights

     

    The
      Consultant acknowledges and agrees as follows with respect to the ownership
      of
      rights by the Company and the limitation of the Consultant’s
      rights:

     

    
      	 	
              (a)

            	
              The
                Consultant acquires no rights in any inventions or developments or
                work
                products, including, but not limited to, documents, written materials,
                programs, designs, discs and tapes (the “Work Products”) resulting from,
                derived from or otherwise related to the performance of the Services
                by
                the Consultant or the Confidential Information. All such inventions,
                developments and Work Products are the property of the Company. The
                Consultant will promptly and duly execute and deliver to the Company
                such
                further documents and assurances and take such further action as
                the
                Company may from time to time request in order to more effectively
                carry
                out the intent and purpose of this section, and to establish and
                protect
                the rights, interests and remedies of the
                Company.

            


    

     

    
      	 	
              (b)

            	
              The
                Consultant will not at any time apply for any copyright, trade mark,
                patent, or other intellectual property protection which would affect
                the
                ownership by the Company of any rights in the intellectual property
                associated with the Work Products or file any document with any government
                authority anywhere in the world or take any other action which could
                affect such ownership of any intellectual property associated with
                the
                Work Products or aid or abet anyone else in doing
                so.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      4 

    TERM

    


    This
      Agreement will take effect on the Effective Date and will continue in full
      force
      and effect until December 31, 2008 whereupon this agreement shall be terminated
      unless approved in writing by both parties. 

    


    ARTICLE
      5

    UNAUTHORIZED
      DISCLOSURE 

     

    Unauthorized
      Disclosure

     

    The
      consultant acknowledges that:

     

    
      	 	
              (a)

            	
              The
                Consultant will be provided with access to confidential and proprietary
                information and knowledge relating to the business of the Company
                and the
                affairs of clients and prospective clients of the Company; and
                

            


    

     

    
      	 	
              (b)

            	
              The
                Consultant will be advanced and promoted by the Company to clients
                and
                prospective clients of the Company as a person of special competence
                in
                the fields comprising the business of the
                Company.

            


    

     

    The
      information and knowledge referred to in paragraph (a) above collectively
      comprises an important and valuable asset of the Company and the parties hereto
      agree and acknowledge that any disclosure or unauthorized use of any such
      information or knowledge by the Consultant will cause damage to the Company.
      

     

    ARTICLE
      6

    LIABILITIES
      AND INDEMNITIES OF THE CONTRACTOR AND THE COMPANY

    


    Liability
      and Indemnity of the Consultant

    


    The
      Consultant shall be liable to the Company for any loss or damage arising out
      of
      or attributable to the acts or omissions of the Consultant, its agents,
      subcontractors or employees. 

    


    The
      Consultant shall indemnify and hold harmless the Company, its directors,
      officers, employees and agents from and against all claims, demands, losses,
      costs, damages, suits or proceedings whatsoever (collectively referred to as
      “Claims”) that arise out of or are attributable to any act or omission of the
      Consultant or its employees, subcontractors or agents, and the costs thereof,
      including, without limitation, all legal expenses on a solicitor and client
      basis, except where such Claims are caused by the negligence of the
      Company.

    


    The
      Consultant shall be liable for and shall indemnify and save harmless the Company
      and each of its representatives, directors, officers, employees and agents,
      with
      respect to any income taxes payable by the Consultant as a result of this
      Agreement, or for any contributions and penalties imposed on the Company by
      any
      governmental or other public authority having jurisdiction, for failure by
      the
      Consultant to comply with payment and contribution requirements pursuant to
      the
      Workers’ Compensation Act, Canada Pension Plan Act, Unemployment Insurance Act
      and Income Tax Act. 

    


    Liability
      and Indemnity of the Company

    


    The
      Company shall be liable to the Consultant and its employees for any loss or
      damage arising out of or attributable to the acts or omissions of the Company,
      or its employees. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    The
      Company shall indemnify and hold harmless the Consultant and each of its
      directors, officers, and employees, from and against all Claims that arise
      out
      of or are attributable to any act or omission of the Company or its employees
      or
      agents, and the cost thereof, including, without limitation, all legal expenses
      on a solicitor and client basis, except where such Claims are caused by the
      negligence of the Consultant.

    


    The
      Company shall be liable for and shall indemnify and save harmless the
      Consultant, its directors, officers, employees and sub-contractors, with respect
      to any income taxes payable by the Company or for any contributions and
      penalties imposed on the Consultant by any governmental or other public
      authority having jurisdiction, for failure by the Company to comply with payment
      and contribution requirements pursuant to the Workers’ Compensation Board Act,
      Canada Pension Plan Act, Unemployment Insurance Act and Income Tax Act.


    


     

    ARTICLE
      7

    CONFIDENTIALITY

     

    Confidentiality

     

    The
      Consultant shall keep in confidence and shall not disclose or make available
      to
      third parties or in any other way make use of any materials or information
      the
      Company provides to the Consultant pursuant to this Agreement, other than to
      the
      extent necessary to provide its services set out herein. Upon termination of
      this Agreement, the Consultant will return to the Company all materials that
      have been provided to the Consultant by the Company.

    


    ARTICLE
      8

    GENERAL

     

    Arbitration

     

    All
      disputes arising out of or in connection with this contract, or in respect
      of
      any defined legal relationship associated therewith or derived therefrom, shall
      be referred to and finally resolved by arbitration pursuant to the provisions
      of
      the Arbitration Act of Alberta.

     

    Notices

     

    Any
      notice, direction, request or other communication required or contemplated
      by
      any provision of this Agreement shall be given in writing and shall be given
      by
      delivering or faxing same to the Company or the Consultant, as the case may
      be,
      as follows:

     

    


    
      	 	
              (a)

            	
              To
                the Consultant at:

            


    

    


    RWH
      Management Services Ltd.

    64
      Eagleview Way, Cochrane, Alberta, T4C 1P6

    Attention:
      Ron Hietala

    


    
      	 	
              (b)

            	
              To
                the Company at:

            


    

    Elmworth
      Energy Corporation

    1250,
      521
      - 3rd Avenue SW, Calgary, Alberta, T2P 3T3

    Attention:
      Mark Gustafson

     

    Any
      such
      notice, direction, request or other communication shall be deemed to have been
      given or made on the date on which it was delivered or, in the case of fax,
      on
      the next business day after receipt of transmission. Either party may change
      its
      fax number or address for service from time to time by notice in accordance
      with
      the foregoing.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     Laws

     

    This
      Agreement is governed by the laws of the Province of Alberta. 

     

    Enurement

     

    This
      Agreement shall enure to the benefit of and be binding on the parties and their
      respective heirs, executors, administrators, successors and
      assigns.

     

    IN
      WITNESS WHEREOF
      the
      parties have executed this Agreement.

    


    
      	 	
              Per
                authorized signatory

               

              /s/
                RON W. HIETALA

              RWH
                Management Services Ltd.

            


    

    


    
      	 	
              Per
                authorized signatory:

               

              /s/
                MARK GUSTAFSON

              Elmworth
                Energy Corporation